Common use of Grant of Liens Clause in Contracts

Grant of Liens. To secure payment of the Indebtedness (as defined in Section 1.02) and the performance of the covenants and obligations herein contained, Mortgagor does by these presents hereby MORTGAGE, GRANT, BARGAIN, SELL AND CONVEY to the Mortgagee and grant to the Mortgagee a POWER OF SALE (pursuant to this Mortgage and applicable law) with respect to, all of the following described rights, interests and properties which are located in (or cover properties located in) the State of Oklahoma, in each case, less and except the Excluded Assets (as defined below in this Section 1.01) (collectively called the “Mortgaged Property”): (a) all oil and gas leases and/or the oil, gas and mineral leases (herein sometimes called the “Leases”), operating rights, forced pooling orders and farmout agreements and other contractual or other rights relating to oil, gas and mineral rights located in any County set forth on Exhibit A including, without limitation, the Leases described on, or described in the instruments described on, Exhibit A that is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or referred to therein and specifically, but without limitation, Xxxxxxxxx’s undivided interests in the Leases as specified on Exhibit A attached hereto and made a part hereof; (i) the properties now or hereafter pooled or unitized with the Leases; (ii) all presently existing or future unitization, communitization and pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction) that may affect all or any portion of the Leases including, without limitation, those units that may be described or referred to in Exhibit A; (iii) all operating agreements, contracts and other agreements described or referred to in this instrument that relate to any of the Leases or interests in the Leases described or referred to herein or in Exhibit A or to the production, sale, purchase, exchange, processing, gathering, compression, treating, storage or transportation of the Hydrocarbons (hereinafter defined) from or attributable to such Leases or interests; and (iv) the Leases even though Xxxxxxxxx’s interests therein be incorrectly described or a description of a part or all of such Leases or Mortgagor’s interests therein be omitted; it being intended by Xxxxxxxxx and Mortgagee herein to cover and affect all interests that Mortgagor may now own or may hereafter acquire in and to the Leases and interests in this Section 1.01(b), notwithstanding that the interests as specified in on Exhibit A may be limited to particular lands, specified depths or particular types of property interests;

Grant of Liens. To secure payment of the Indebtedness (as defined in Section 1.02) and the performance of the covenants and obligations herein contained, the Mortgagor does by these presents hereby GRANT, HYPOTHECATE, MORTGAGE, GRANT, BARGAIN, SELL PLEDGE AND CONVEY to ASSIGN unto and in favor of Mortgagee for its benefit and the Mortgagee and grant to the Mortgagee a POWER OF SALE (pursuant to this Mortgage and applicable law) with respect to, all benefit of the following described Lenders and the other holders of the Indebtedness (hereinafter defined) the real and personal property, rights, titles, interests and properties which are located estates described in the following paragraphs (or cover properties located ina) the State of Oklahoma, in each case, less and except the Excluded Assets through (as defined below in this Section 1.01h) (collectively called the “"Mortgaged Property”"): (a) all All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the oil and gas leases and/or the oil, gas and other mineral leases (herein sometimes called the “Leases”)leases, operating rightsmineral servitudes, forced pooling orders and farmout agreements royalties, mineral interests and other contractual interests and estates and the lands and premises covered or other rights relating to oil, gas and mineral rights located in any County set forth affected thereby which are described on Exhibit A including, without limitation, hereto (collectively called the Leases described on, "Hydrocarbon Property") or described in the instruments described on, Exhibit A that which Hydrocarbon Property is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or referred to therein herein, and specifically, but without limitation, Xxxxxxxxx’s the undivided interests of the Mortgagor which are more particularly described on attached Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in the Leases as specified on Exhibit A attached hereto and made a part hereof; to (i) the properties now or hereafter pooled or unitized with the LeasesHydrocarbon Property; (ii) all presently existing or future unitization, communitization and communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdictionjurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) that which may affect all or any portion of the Leases Hydrocarbon Property including, without limitation, those units that which may be described or referred to in on attached Exhibit A; (iii) all operating agreements, contracts production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, gas balancing agreements, equipment leases and other agreements described or referred to in this instrument that Mortgage or which relate to (A) any of the Leases Hydrocarbon Property or interests in the Leases Hydrocarbon Property described or referred to herein or in on attached Exhibit A or to (B) the production, sale, purchase, exchange, processing, gatheringhandling, compressionstorage, treating, storage transporting or transportation marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Leases Hydrocarbon Property or interests; and (iv) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Leases Mortgaged Property, the Hydrocarbons or any other item of Property which are in the possession of the Mortgagor and in which the Mortgagor can grant a security interest without violating any restrictions on assignment therein, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (v) the Hydrocarbon Property described on attached Exhibit A and covered by this Mortgage even though Xxxxxxxxx’s the Mortgagor's interests therein be incorrectly described or a description of a part or all of such Leases Hydrocarbon Property or the Mortgagor’s 's interests therein be omitted; it being intended by Xxxxxxxxx the Mortgagor and the Mortgagee herein to cover and affect hereby all interests that which the Mortgagor may now own or may hereafter acquire in and to the Leases and interests in this Section 1.01(b), Hydrocarbon Property notwithstanding that the interests as specified in on Exhibit A may be limited to particular lands, specified depths or particular types of property interests;. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the "Hydrocarbons") which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and the Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and the Mortgagor's interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by the Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, off-shore production or drilling platforms and related equipment (both above and below the surface), field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien and security interest hereof by the Mortgagor or by anyone on the Mortgagor's behalf; and Mortgagee is hereby authorized to receive the same at any time as additional security hereunder. (f) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of the Hydrocarbon Property rights, titles, interests or estates are subject, or otherwise; all rights of the Mortgagor to liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates. (g) All of Mortgagor's right, title and interest now owned or hereafter acquired in and to any commodity, interest rate or currency swap, cap, floor, collar, forward agreement, including fixed price forward physical delivery contracts, or other exchange or protection agreements or any option with respect to any such transaction. (h) All accounts, contract rights, equipment, fixtures, inventory, general intangibles, insurance contracts and insurance proceeds constituting a part of, relating to or arising out of those portions of the Mortgaged Property which are described in paragraphs (a) through (g) above and all proceeds and products of all such portions of the Mortgaged Property and payments in lieu of production (such as "take or pay" payments), whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property or other assets. Any fractions or percentages specified on attached Exhibit A in referring to the Mortgagor's interests are solely for purposes of the warranties made by the Mortgagor pursuant to Section 3.01 and Section 3.05hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said Exhibit A. The Mortgaged Property is to remain so specially mortgaged, affected and hypothecated unto and in favor of Mortgagee and its successors and assigns until the full and final payment or discharge of the Indebtedness, and Mortgagor is herein and hereby bound and obligated not to sell or alienate the Mortgaged Property to the prejudice of this Mortgage.

Grant of Liens. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Indebtedness Obligations (as defined in Section 1.02herein) and the performance of the covenants and obligations herein contained, Mortgagor Borrower does by these presents hereby MORTGAGE, GRANT, BARGAIN, SELL AND SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Mortgagee and grant to the Mortgagee a unto Secured Party, WITH POWER OF SALE (pursuant to this Mortgage and applicable law) with respect toright of entry and possession for the use and benefit of Secured Party and the Secured Creditors, all of the following described real and personal property, rights, titles, interests and properties which are located estates described in Section 1.01(a) through (or cover properties located in) the State of Oklahoma, in each case, less and except the Excluded Assets (as defined below in this Section 1.01h) (collectively called the “"Mortgaged Property”"): (a) All rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) in and to (1) the oil and gas leases and/or oil, gas, other liquid or gaseous hydrocarbon leases, and other mineral leases and other interests and estates and lands and premises covered or affected thereby which are described on Exhibit A hereto (the "Subject Leases"), and (2) the xxxxx (whether oil, gas and mineral leases (herein sometimes called the “Leases”), operating rights, forced pooling orders and farmout agreements and other contractual or other rights relating to oil, gas and mineral rights located in any County set forth otherwise) identified on Exhibit A including(the "Subject Xxxxx") together with all lands that are located within the Spacing Unit (as defined below) for each Subject Well (all such rights, without limitation, the Leases described on, or titles and estates described in the instruments described on, Exhibit A that is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or this clause (a) being collectively referred to therein and specifically, but without limitation, Xxxxxxxxx’s undivided interests in as the Leases as specified on Exhibit A attached hereto and made a part hereof;"Hydrocarbon Property"). (ib) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to (1) the properties now or hereafter pooled or unitized with the LeasesHydrocarbon Property; (ii2) all presently existing or future unitization, communitization and communitization, spacing, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federalfederal, State state or other governmental body or agency having jurisdictionjurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) that may affect which pertain to all or any portion of the Leases including, without limitation, those units that may be described or referred to in Exhibit AHydrocarbon Property; (iii3) all operating agreements, contracts production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, water use agreements, CO2 purchase agreements, transportation agreements, equipment leases and other agreements described or referred but only to in this instrument that the extent they specifically relate to any of the Leases Hydrocarbon Property or interests in the Leases described or referred to herein or in Exhibit A Hydrocarbon Property or to the production, sale, purchase, exchange, processing, gatheringinjection, compressionextraction, treatinghandling, storage storage, transporting or transportation marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Leases Hydrocarbon Property or interests; (4) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Hydrocarbon Property, which are in the possession of Borrower or in which Borrower can grant a security interest, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (iv5) the Leases Hydrocarbon Property even though Xxxxxxxxx’s Borrower's interests therein be incorrectly described or a description of a part or all of such Leases Hydrocarbon Property or Mortgagor’s Borrower's interests therein be omitted; it being intended by Xxxxxxxxx Borrower and Mortgagee Secured Party herein to cover and affect hereby all interests that Mortgagor which Borrower may now own or may hereafter acquire in and to the Leases Hydrocarbon Property. (c) All of Borrower's rights, titles and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject Xxxxx, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(b1.01(c) are referred to collectively as the "Surface Rights"). (d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom (collectively called the "Hydrocarbons"), notwithstanding in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein, including Borrower's interests in all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein which are subjected to the Liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of Hydrocarbons. (e) All tenements, hereditaments, appurtenances and properties in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface Rights, rights, titles, interests and estates described or referred to in Section 1.01(a) through (c), which are now owned or which may hereafter be acquired by Borrower, including any and all property, real or personal, immovable or movable, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including Borrower's interest (if any) in any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (f) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien and security interest hereof by Borrower or by anyone on Borrower's behalf; and Secured Party is hereby authorized to receive the same at any time as additional security hereunder. (g) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens to which any of the Hydrocarbon Property rights, titles, interests or estates are subject; all rights of Borrower to Liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by Borrower in and to the Hydrocarbon Property rights, titles, interests or estates. (h) All property of every kind and character which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character in and to the types and items of property and interests described in used or useful in connection with the Hydrocarbon Properties, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation: (i) All present and future personal property which is used or useful in connection with the Hydrocarbon Property; (ii) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the property and interests described above; (iii) All present and future As-extracted collateral, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Hydrocarbon Property; TO HAVE AND TO HOLD the Mortgaged Property unto Secured Party and its successors and assigns, for the use and benefit of the Secured Creditors, to secure the payment of the Obligations and to secure the performance of the covenants, agreements, and obligations of Borrower herein contained. Notwithstanding any provision in this Deed of Trust to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of "Mortgaged Property" and no Building or Manufactured (Mobile) Home is hereby encumbered by this Deed of Trust. Any fractions or percentages specified in on Exhibit A may be limited hereto in referring to particular lands, specified depths Borrower's interests are solely for purposes of the warranties made by Borrower pursuant to ARTICLE III hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or particular types of property interests;with respect to any unit or well identified on such Schedules.

Grant of Liens. To secure payment of the Indebtedness (as defined in Section 1.02hereinafter defined) and the performance of the covenants and obligations herein contained, Mortgagor does by these presents hereby MORTGAGE, GRANT, BARGAIN, SELL AND SELL, ASSIGN, MORTGAGE, TRANSFER, CONVEY and WARRANT unto Mortgagee, with power of sale (to the Mortgagee and grant to the Mortgagee a POWER OF SALE (pursuant to this Mortgage and extent permitted by applicable law) with respect tounto Trustee and Trustee's successors and substitutes in trust hereunder, all for the use and benefit of Mortgagee, the following described real and personal property, rights, titles, interests and properties which are located estates described in the following paragraphs (or cover properties located ina) the State of Oklahoma, in each case, less and except the Excluded Assets through (as defined below in this Section 1.01g) (collectively called the “Mortgaged Property”"MORTGAGED PROPERTY"): (a) all All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to the oil and gas leases and/or the oil, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on EXHIBIT A hereto (herein sometimes collectively called the “Leases”), operating rights, forced pooling orders and farmout agreements and other contractual "HYDROCARBON PROPERTY") or other rights relating to oil, gas and mineral rights located in any County set forth on Exhibit A including, without limitation, the Leases described on, or described in the instruments described on, Exhibit A that which Hydrocarbon Property is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or referred to therein herein, and specifically, but without limitation, Xxxxxxxxx’s the undivided interests in the Leases as specified of Mortgagor which are more particularly described on Exhibit A attached hereto EXHIBIT A. (b) All rights, titles, interests and made a part hereof; estates now owned or hereafter acquired by Mortgagor in, to and under (i) the properties now or hereafter pooled or unitized with the LeasesHydrocarbon Property; (ii) all presently existing or future unitization, communitization and communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdictionjurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) that which may affect all or any portion of the Leases Hydrocarbon Property including, without limitation, those units that which may be described or referred to in Exhibit on attached EXHIBIT A; (iii) all operating agreements, contracts production sales or other contracts, farmout agreements, farm-in agreements, participation agreements, exploration agreements, joint venture agreements, area of mutual interest agreements, assignments, equipment leases and other agreements described or referred to in this instrument that Mortgage or which relate to any of the Leases Hydrocarbon Property or interests in the Leases Hydrocarbon Property described or referred to herein or in Exhibit on attached EXHIBIT A or to the production, sale, purchase, exchange, processing, gatheringhandling, compressionstorage, treating, storage transporting or transportation marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Leases Hydrocarbon Property or interests, including without limitation, all such agreements described in EXHIBIT B attached hereto; (iv) all geological, geophysical, engineering, accounting, title, legal, and other technical or business data concerning the Mortgaged Property, the Hydrocarbons, or any other item of Property which are in the possession of Mortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records, and other forms of recording or obtaining access to such data; and (ivv) the Leases Hydrocarbon Property described on attached EXHIBIT A and covered by this Mortgage even though Xxxxxxxxx’s Mortgagor's interests therein be incorrectly described or a description of a part or all of such Leases Hydrocarbon Property or Mortgagor’s 's interests therein be omitted; it being intended by Xxxxxxxxx Mortgagor and Mortgagee herein to cover and affect hereby all interests that which Mortgagor may now own or may hereafter acquire in and to the Leases and interests in this Section 1.01(b), Hydrocarbon Property notwithstanding that the interests as specified in on Exhibit EXHIBIT A may be limited to particular lands, specified depths or particular types of property interests;. (c) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the "HYDROCARBONS") in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien and security interest hereof by Mortgagor or by anyone on Mortgagor's behalf; and the Trustee is hereby authorized to receive the same at any time as additional security hereunder. (f) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of the Hydrocarbon Property rights, titles, interests or estates are subject, or otherwise; all rights of Mortgagor to liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates. (g) All accounts, contract rights, inventory, general intangibles, insurance contracts and insurance proceeds constituting a part of, relating to or arising out of those portions of the Mortgaged Property which are described in paragraphs (a) through (f) above and all proceeds and products of all such portions of the Mortgaged Property and payments in lieu of production (such as "take or pay" payments), whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property, or other assets. Any fractions or percentages specified on attached EXHIBIT A in referring to Mortgagor's interests are solely for purposes of the warranties made by Mortgagor pursuant to Sections 3.01 and 3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said EXHIBIT A. TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness (hereinafter defined) and to secure the performance of the covenants, agreements, and obligations of the Mortgagor herein contained.

Grant of Liens. To secure payment of the Indebtedness (as defined in Section 1.02hereinafter defined) and the performance of the covenants and obligations herein contained, Mortgagor does by these presents hereby MORTGAGE, GRANTxxxxxx XXXXX, BARGAIN, SELL AND SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to unto Trustee and Xxxxxxx's successors and substitutes in trust hereunder, for the Mortgagee use and grant to benefit of Mortgagee, the Mortgagee a POWER OF SALE (pursuant to this Mortgage real and applicable law) with respect topersonal property, all of the following described rights, titles, interests and properties which are located estates described in the following paragraphs (or cover properties located ina) the State of Oklahoma, in each case, less and except the Excluded Assets through (as defined below in this Section 1.01g) (collectively called the “Mortgaged Property”"MORTGAGED PROPERTY"): (a) all All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to the oil and gas leases and/or the oil, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on EXHIBIT A hereto (herein sometimes collectively called the “Leases”), operating rights, forced pooling orders and farmout agreements and other contractual "HYDROCARBON PROPERTY") or other rights relating to oil, gas and mineral rights located in any County set forth on Exhibit A including, without limitation, the Leases described on, or described in the instruments described on, Exhibit A that which Hydrocarbon Property is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or referred to therein herein, and specifically, but without limitation, Xxxxxxxxx’s the undivided interests of Mortgagor which are more particularly described on attached EXHIBIT A. (b) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in the Leases as specified on Exhibit A attached hereto and made a part hereof; to (i) the properties now or hereafter pooled or unitized with the LeasesHydrocarbon Property; (ii) all presently existing or future unitization, communitization and communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdictionjurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) that which may affect all or any portion of the Leases Hydrocarbon Property including, without limitation, those units that which may be described or referred to in Exhibit on attached EXHIBIT A; (iii) all operating agreements, contracts production sales or other contracts, farmout agreements, farm-in agreements, participation agreements, exploration agreements, joint venture agreements, area of mutual interest agreements, assignments, equipment leases and other agreements described or referred to in this instrument that Mortgage or which relate to any of the Leases Hydrocarbon Property or interests in the Leases Hydrocarbon Property described or referred to herein or in Exhibit on attached EXHIBIT A or to the production, sale, purchase, exchange, processing, gatheringhandling, compressionstorage, treating, storage transporting or transportation marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Leases Hydrocarbon Property or interests, including without limitation, all such agreements described in EXHIBIT B attached hereto; (iv) all geological, geophysical, engineering, accounting, title, legal, and other technical or business data concerning the Mortgaged Property, the Hydrocarbons, or any other item of Property which are in the possession of Mortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records, and other forms of recording or obtaining access to such data; and (ivv) the Leases Hydrocarbon Property described on attached EXHIBIT A and covered by this Mortgage even though Xxxxxxxxx’s 's interests therein be incorrectly described or a description of a part or all of such Leases Hydrocarbon Property or Mortgagor’s 's interests therein be omitted; it being intended by Xxxxxxxxx and Mortgagee herein to cover and affect hereby all interests that Mortgagor which Xxxxxxxxx may now own or may hereafter acquire in and to the Leases and interests in this Section 1.01(b), Hydrocarbon Property notwithstanding that the interests as specified in on Exhibit EXHIBIT A may be limited to particular lands, specified depths or particular types of property interests;. (c) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the "HYDROCARBONS") in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Xxxxxxxxx's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Xxxxxxxxx's interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien and security interest hereof by Xxxxxxxxx or by anyone on Xxxxxxxxx's behalf; and the Trustee is hereby authorized to receive the same at any time as additional security hereunder. (f) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Xxxxxxxxx in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of the Hydrocarbon Property rights, titles, interests or estates are subject, or otherwise; all rights of Mortgagor to liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property, including, but not limited to, those liens and security interests provided in Tex. Bus. & Com. Code Xxx. 9.319 (Tex. UCC) (Xxxxxx Xxxx. 1989) ("9.319 TEX. UCC"), as amended from time to time; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates. (g) All accounts, contract rights, inventory, general intangibles, insurance contracts and insurance proceeds constituting a part of, relating to or arising out of those portions of the Mortgaged Property which are described in paragraphs (a) through (f) above and all proceeds and products of all such portions of the Mortgaged Property and payments in lieu of production (such as "take or pay" payments), whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property, or other assets. Any fractions or percentages specified on attached EXHIBIT A in referring to Mortgagor's interests are solely for purposes of the warranties made by Mortgagor pursuant to Sections 3.01 and 3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said EXHIBIT A. TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness (hereinafter defined) and to secure the performance of the covenants, agreements, and obligations of the Mortgagor herein contained.

Grant of Liens. To secure payment of the Indebtedness (as defined in Section 1.02hereinafter defined) and the performance of the covenants and obligations herein contained, Mortgagor does by these presents hereby MORTGAGE, GRANT, BARGAIN, SELL AND SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to unto Trustee, and Trustee’s successors and substitutes in trust hereunder, with power of sale, for the Mortgagee use and grant to benefit of Mortgagee, the Mortgagee a POWER OF SALE (pursuant to this Mortgage real and applicable law) with respect topersonal property, all of the following described rights, titles, interests and properties which are located estates described in the following paragraphs (or cover properties located ina) the State of Oklahoma, in each case, less and except the Excluded Assets through (as defined below in this Section 1.01f) (collectively called the “Mortgaged Deed of Trust Property”): (a) One-half of Mortgagor’s undivided interest in all rights, titles, interests and estates now owned or hereafter acquired in and to the oil and gas leases and/or the oil, gas and other mineral leases leases, wellbore interests and other interests and estates and the lands and premises covered or affected thereby and are described on Exhibit A hereto (herein sometimes collectively called the “LeasesHydrocarbon Property”), operating rights, forced pooling orders and farmout agreements and other contractual ) or other rights relating to oil, gas and mineral rights located in any County set forth on Exhibit A including, without limitation, the Leases described on, or described in the instruments described on, Exhibit A that which Hydrocarbon Property is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or referred to therein herein, and specifically, but without limitation, Xxxxxxxxx’s the undivided interests of Mortgagor which are more particularly described on attached Exhibit A. (b) One-half of an undivided interest in the Leases as specified on Exhibit A attached hereto all rights, titles, interests and made a part hereof; estates now owned or hereafter acquired by Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the LeasesHydrocarbon Property; (ii) all presently existing or future unitization, communitization and communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdictionjurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) that which may affect all or any portion of the Leases Hydrocarbon Property including, without limitation, those units that which may be described or referred to in on attached Exhibit A; (iii) all operating agreements, contracts production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in this instrument that Deed of Trust or which relate to any of the Leases Hydrocarbon Property or interests in the Leases Hydrocarbon Property described or referred to herein or in on attached Exhibit A or to the production, sale, purchase, exchange, processing, gatheringhandling, compressionstorage, treating, storage transporting or transportation marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Leases Hydrocarbon Property or interests; and (iv) the Leases Hydrocarbon Property described on attached Exhibit A and covered by this Deed of Trust even though Xxxxxxxxx’s interests therein be incorrectly described or a description of a part or all of such Leases Hydrocarbon Property or Mortgagor’s interests therein be omitted; it being intended by Xxxxxxxxx and Mortgagee herein to cover and affect hereby all interests that Mortgagor which Xxxxxxxxx may now own or may hereafter acquire in and to the Leases and interests in this Section 1.01(b), Hydrocarbon Property notwithstanding that the interests as specified in on Exhibit A may be limited to particular lands, specified depths or particular types of property interests;. (c) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to one-half of an undivided interest in all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the “Hydrocarbons”) which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Xxxxxxxxx’s interests therein, including all saleable oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Xxxxxxxxx’s interests therein which are subjected or required to be subjected to the liens and security interests of this Deed of Trust. (d) One-half of an undivided interest in all tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, building, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) One-half of an undivided interest in all of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production; all rights of Mortgagor to liens and security interests securing payment of proceeds from the sale of production from the Deed of Trust Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates. (f) One-half of an undivided interest in all present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the Deed of Trust Property described in this or any other clause of this Section 1.01. Any fractions or percentages specified on attached Exhibit A in referring to Mortgagor’s interests are solely for purposes of the warranties made by Mortgagor pursuant to Sections 3.01 and 3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said Exhibit A. TO HAVE AND TO HOLD the Deed of Trust Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness (hereinafter defined) and to secure the performance of the covenants, agreements, and obligations of Mortgagor herein contained.

Grant of Liens. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Indebtedness Obligations (as defined in Section 1.02herein) and the performance of the covenants and obligations herein contained, Mortgagor Borrower does by these presents hereby MORTGAGE, GRANT, BARGAIN, SELL AND SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Mortgagee and grant to the Mortgagee a unto Secured Party, WITH POWER OF SALE (pursuant to this Mortgage and applicable law) with respect toright of entry and possession for the use and benefit of Secured Party and the Secured Creditors, all of the following described real and personal property, rights, titles, interests and properties which are located estates described in Section 1.01(a) through (or cover properties located in) the State of Oklahoma, in each case, less and except the Excluded Assets (as defined below in this Section 1.01h) (collectively called the “"Mortgaged Property”"): (a) All rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) in and to (1) the oil and gas leases and/or oil, gas, other liquid or gaseous hydrocarbon leases, and other mineral leases and other interests and estates and lands and premises covered or affected thereby which are described on Exhibit A hereto (the "Subject Leases"), and (2) the wxxxx (whether oil, gas and mineral leases (herein sometimes called the “Leases”), operating rights, forced pooling orders and farmout agreements and other contractual or other rights relating to oil, gas and mineral rights located in any County set forth otherwise) identified on Exhibit A including(the "Subject Wxxxx") together with all lands that are located within the Spacing Unit (as defined below) for each Subject Well (all such rights, without limitation, the Leases described on, or titles and estates described in the instruments described on, Exhibit A that is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or this clause (a) being collectively referred to therein and specifically, but without limitation, Xxxxxxxxx’s undivided interests in as the Leases as specified on Exhibit A attached hereto and made a part hereof;"Hydrocarbon Property"). (ib) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to (1) the properties now or hereafter pooled or unitized with the LeasesHydrocarbon Property; (ii2) all presently existing or future unitization, communitization and communitization, spacing, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federalfederal, State state or other governmental body or agency having jurisdictionjurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) that may affect which pertain to all or any portion of the Leases including, without limitation, those units that may be described or referred to in Exhibit AHydrocarbon Property; (iii3) all operating agreements, contracts production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, water use agreements, CO2 purchase agreements, transportation agreements, equipment leases and other agreements described or referred but only to in this instrument that the extent they specifically relate to any of the Leases Hydrocarbon Property or interests in the Leases described or referred to herein or in Exhibit A Hydrocarbon Property or to the production, sale, purchase, exchange, processing, gatheringinjection, compressionextraction, treatinghandling, storage storage, transporting or transportation marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Leases Hydrocarbon Property or interests; (4) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Hydrocarbon Property, which are in the possession of Borrower or in which Borrower can grant a security interest, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (iv5) the Leases Hydrocarbon Property even though Xxxxxxxxx’s Borrower's interests therein be incorrectly described or a description of a part or all of such Leases Hydrocarbon Property or Mortgagor’s Borrower's interests therein be omitted; it being intended by Xxxxxxxxx Borrower and Mortgagee Secured Party herein to cover and affect hereby all interests that Mortgagor which Borrower may now own or may hereafter acquire in and to the Leases Hydrocarbon Property. (c) All of Borrower's rights, titles and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject Wxxxx, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(b1.01(c) are referred to collectively as the "Surface Rights"). (d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom (collectively called the "Hydrocarbons"), notwithstanding that the interests as specified in on Exhibit A and under and which may be limited produced and saved from or attributable to particular landsthe Hydrocarbon Property, specified depths the lands spaced, pooled or particular unitized therewith and Borrower's interests therein, including Borrower's interests in all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein which are subjected to the Liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of Hydrocarbons. (e) All tenements, hereditaments, appurtenances and properties in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface Rights, rights, titles, interests and estates described or referred to in Section 1.01(a) through (c), which are now owned or which may hereafter be acquired by Borrower, including any and all property, real or personal, immovable or movable, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including Borrower's interest (if any) in any and all oil wxxxx, gas wxxxx, injection wxxxx or other wxxxx, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (f) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien and security interest hereof by Borrower or by anyone on Borrower's behalf; and Secured Party is hereby authorized to receive the same at any time as additional security hereunder. (g) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens to which any of the Hydrocarbon Property rights, titles, interests or estates are subject; all rights of Borrower to Liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by Borrower in and to the Hydrocarbon Property rights, titles, interests or estates. (h) All property of every kind and character which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character in and to the types and items of property interestsand interests described in Section 1.01(a) through (g) preceding to the extent such properties are used or useful in connection with the Hydrocarbon Properties, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation: (i) All present and future personal property which is used or useful in connection with the Hydrocarbon Property; (ii) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the property and interests described above; (iii) All present and future As-extracted collateral, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Hydrocarbon Property;

Grant of Liens. To secure payment of the Indebtedness (as defined in Section 1.02hereinafter defined) and the performance of the covenants and obligations herein contained, Mortgagor does by these presents hereby MORTGAGE, GRANT, BARGAIN, SELL AND MORTGAGE, TRANSFER and CONVEY to unto Trustee, and Trustee’s successors and substitutes in trust hereunder, with power of sale, for the Mortgagee use and grant to benefit of Mortgagee, the Mortgagee a POWER OF SALE (pursuant to this Mortgage real and applicable law) with respect topersonal property, all of the following described rights, titles, interests and properties which are located estates described in the following paragraphs (or cover properties located ina) the State of Oklahoma, in each case, less and except the Excluded Assets through (as defined below in this Section 1.01f) (collectively called the “Mortgaged Mortgage Property”) which is located in (or covers or relates to such Mortgage Property located within) the State of Texas (the “Mortgage State): (a) all All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to the oil and gas leases and/or the oil, gas and other mineral leases leases, wellbore interests and other interests and estates and the lands and premises covered or affected thereby and are described on Exhibit A hereto (herein sometimes collectively called the “LeasesHydrocarbon Property”), operating rights, forced pooling orders and farmout agreements and other contractual ) or other rights relating to oil, gas and mineral rights located in any County set forth on Exhibit A including, without limitation, the Leases described on, or described in the instruments described on, Exhibit A that which Hydrocarbon Property is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or referred to therein herein, and specifically, but without limitation, Xxxxxxxxx’s the undivided interests of Mortgagor which are more particularly described on attached Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in the Leases as specified on Exhibit A attached hereto and made a part hereof; to (i) the properties now or hereafter pooled or unitized with the LeasesHydrocarbon Property; (ii) all presently existing or future unitization, communitization and communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdictionjurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) that which may affect all or any portion of the Leases Hydrocarbon Property including, without limitation, those units that which may be described or referred to in on attached Exhibit A; (iii) all operating agreements, contracts production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in this instrument that Mortgage or which relate to any of the Leases Hydrocarbon Property or interests in the Leases Hydrocarbon Property described or referred to herein or in on attached Exhibit A or to the production, sale, purchase, exchange, processing, gatheringhandling, compressionstorage, treating, storage transporting or transportation marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Leases Hydrocarbon Property or interests; and (iv) the Leases Hydrocarbon Property described on attached Exhibit A and covered by this Mortgage even though XxxxxxxxxMortgagor’s interests therein be incorrectly described or a description of a part or all of such Leases Hydrocarbon Property or Mortgagor’s interests therein be omitted; it being intended by Xxxxxxxxx Mortgagor and Mortgagee herein to cover and affect hereby all interests that which Mortgagor may now own or may hereafter acquire in and to the Leases and interests in this Section 1.01(b), Hydrocarbon Property notwithstanding that the interests as specified in on Exhibit A may be limited to particular lands, specified depths or particular types of property interests;. (c) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the “Hydrocarbons”) which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor’s interests therein, including all saleable oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor’s interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, building, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens permitted by the Loan Agreement to which any of the Hydrocarbon Property rights, titles, interests or estates are subject, or otherwise; all rights of Mortgagor to liens and security interests securing payment of proceeds from the sale of production from the Mortgage Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates. (f) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the Mortgage Property described in this or any other clause of this Section 2.01. Any fractions or percentages specified on attached Exhibit A in referring to Mortgagor’s interests are solely for purposes of the acknowledgement of Mortgagor set forth in Section 2.04(iv) and the warranties made by Mortgagor pursuant to Sections 4.01 and 4.05 hereof and shall in no manner limit the quantum of interest affected by this Section 2.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said Exhibit A. TO HAVE AND TO HOLD the Mortgage Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness (hereinafter defined).